STANDARD FORM OF SENIOR OFFICER PERFORMANCE EQUITY AWARD RESTRICTED SHARE UNIT AGREEMENT Terms and Conditions
Exhibit 10.2
Terms and Conditions
1. Grant of RSUs.
(a) The Company hereby grants the number of restricted share units (“RSUs”) set forth in the
Essential Grant Terms (as defined below) to the Participant set forth in the Essential Grant Terms,
on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the
Accenture Ltd 2001 Share Incentive Plan (the “Plan”), which Plan, as amended from time to time, is
incorporated herein by reference and made a part of this Agreement (as defined below). Each RSU
represents the unfunded, unsecured right of the Participant to receive a Share on the date(s)
specified herein, subject to the conditions specified herein. Capitalized terms not otherwise
defined herein shall have the same meanings ascribed to them in the Plan.
(b) This grant of RSUs is subject to the Senior Officer Performance Equity Award Restricted
Share Unit Agreement Essential Grant Terms (the “Essential Grant Terms”) attached hereto and the
Standard Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement Terms and
Conditions which together constitute the Senior Officer Performance Equity Award Restricted Share
Unit Agreement (the “Agreement”).
2. Vesting Schedule.
(a) Subject to the Participant’s continued employment with the Company or any of its
Affiliates (collectively, the “Constituent Companies”), the RSUs shall vest pursuant to the vesting
schedule set forth in the Essential Grant Terms (as modified by this Agreement) until such RSUs are
100% vested. Upon the Participant’s termination of employment for any reason, any unvested RSUs
shall immediately terminate, and no further Shares shall be issued or transferred under Section 3
of this Agreement in respect of such unvested RSUs; provided, however, that if (i)
the Participant’s employment with the Constituent Companies terminates due to the Participant’s
death or Disability, the RSUs granted hereunder shall vest with respect to 100% of the RSUs held by
the Participant on the date of such termination of employment, or (ii) the Participant’s employment
with the Constituent Companies terminates due to an Involuntary Termination, a number of RSUs
granted hereunder shall vest on the date of such Involuntary Termination equal to the total number
of RSUs granted hereunder multiplied by a fraction, the numerator of which is the whole number of
months that have elapsed after the date of grant of this Agreement through the date of such
Involuntary Termination and the denominator of which is [___number of months___], less the number (if
any) of RSUs which vested before the date of such Involuntary Termination..
(b) For purposes of this Agreement:
(i) “Cause” shall have the meaning set forth in Section 3(c) below.
(ii) “Disability” shall have the meaning set forth in Section 3(b) below.
(iii) “Involuntary Termination” shall mean termination of employment with the Constituent
Companies (other than for “Cause”) which is not voluntary and which is acknowledged as being
“involuntary” in writing by an authorized officer of the Company.
3. Form and Timing of Issuance or Transfer.
(a) In General. Unless the Committee or its designee permits the Participant to elect
to defer the issuance or transfer of Shares under this Agreement pursuant to the terms and
conditions established by the Committee in its sole discretion, the Company shall issue or cause
there to be transferred to the Participant that number of Shares as set forth in the Essential
Grant Terms, until all of the Shares underlying the vested RSUs have been issued or transferred;
provided that on each such delivery date, a number of RSUs equal to the number of Shares
issued or transferred to the Participant shall be extinguished; provided, further,
however, that upon the issuance or transfer of Shares to the Participant, in lieu of a
fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of
such fractional Share. At the discretion of the Company, the Company may issue or transfer Shares
underlying vested RSUs to the Participant earlier than the dates set forth in the Essential Grant
Terms to the extent required to satisfy tax liabilities arising in connection with this RSU grant.
(b) Death or Disability. Notwithstanding Section 3(a) of this Agreement, if the
Participant’s employment with the Constituent Companies terminates due to the Participant’s death
or Disability, the Company shall issue or cause there to be transferred to the Participant or to
his or her estate, as the case may be, a number of Shares equal to the aggregate number of RSUs
granted to the Participant hereunder (rounded down to the next whole Share) as soon as practicable
following such termination of employment, at which time a number of RSUs equal to the number of
Shares issued or transferred to the Participant or to his or her estate shall be extinguished;
provided, however, that upon the issuance or transfer of Shares to the Participant
or to his or her estate, in lieu of a fractional Share, the Participant or his or her estate, as
the case may be, shall receive a cash payment equal to the Fair Market Value of such fractional
Share.
For purposes of this Agreement, “Disability” shall mean “disability” as defined (i) in any
employment agreement then in effect between the Participant and the Company or any Affiliate or
(ii) if not defined therein, or if there shall be no such agreement, as defined in the long-term
disability plan maintained by the Participant’s employer as in effect from time to time, or (iii)
if there shall be no plan, the inability of the Participant to perform in all material respects his
or her duties and responsibilities to the Constituent Companies for a period of six (6) consecutive
months or for an aggregate period of nine (9) months in any twenty-four (24) consecutive month
period by reason of a physical or mental incapacity.
(c) Notwithstanding Sections 3(a) and 3(b) of this Agreement, upon the Participant’s
termination of employment with the Constituent Companies for Cause or to the extent that the
Participant otherwise takes such action that would constitute Cause, to the extent legally
permissible, any outstanding RSUs shall immediately terminate. For purposes of this
Agreement, “Cause” shall mean “cause” as defined in any employment or consultancy agreement
(or similar agreement) or in any letter of appointment then in effect between the Participant and
the Company or any Affiliate or if not defined therein (it being the intent that the definition of
“Cause” shall include, at a minimum, the acts set forth below), or if there shall be no such
agreement, to the extent legally permissible, (a) the Participant’s embezzlement, misappropriation
of corporate funds, or other material acts of dishonesty, (b) the Participant’s commission or
conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of
guilty or nolo contendere to any felony or misdemeanor, (c) engagement in any activity that the
Participant knows or should know could harm the business or reputation of the Company or an
Affiliate, (d) the Participant’s material failure to adhere to the Company’s or an Affiliate’s
corporate codes, policies or procedures as in effect from time to time, (e) the Participant’s
continued failure to meet minimum performance standards as determined by the Company or an
Affiliate, (f) the Participant’s violation of any statutory, contractual, or common law duty or
obligation to the Company or an Affiliate, including, without limitation, the duty of loyalty, or
(g) the Participant’s material breach of any confidentiality or non-competition covenant entered
into between the Participant and the Company or an Affiliate, including, without limitation, the
covenants contained in this Agreement. The determination of the existence of Cause shall be made
by the Company in good faith, which determination shall be conclusive for purposes of this
Agreement.
4. Dividends. If on any date while RSUs are outstanding hereunder the Company shall
pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs
granted to the Participant shall, as of such dividend payment date, be increased by a number of
RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related
dividend record date, multiplied by (y) the per Share amount of any cash dividend (or, in the case
of any dividend payable in whole or in part other than in cash, the per Share value of such
dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a
Share on the payment date of such dividend. In the case of any dividend declared on Shares that is
payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by
a number equal to the product of (I) the aggregate number of RSUs held by the Participant through
the related dividend record date, multiplied by (II) the number of Shares (including any fraction
thereof) payable as a dividend on a Share.
5. Adjustments Upon Certain Events. In the event of any change in the outstanding
Shares by reason of any Share dividend or split, reorganization, recapitalization, merger,
consolidation, amalgamation, spin-off or combination transaction or exchange of Shares or other
similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion,
adjust any Shares or RSUs subject to this Agreement to reflect such Adjustment Event.
6. Cancellation and Rescission of RSUs and Shares Underlying RSUs.
(a) Upon any transfer or issuance of Shares underlying RSUs, the Participant shall certify in
a manner acceptable to the Company that the Participant is in compliance with the terms and
conditions of this Agreement and the Plan.
(b) In the event the Participant’s employment with the Constituent Companies is terminated for
Cause or if the Participant breaches any of the provisions of Section 7 of this Agreement, the
Company may require the Participant to, to the extent legally permitted, transfer to the Company up
to a number of Shares equal to the number of Shares that have been issued or transferred under this
Agreement (without regard to whether the Participant continues to own or control such previously
delivered Shares) and the Participant shall bear all costs of transfer, including any transfer
taxes that may be payable in connection with such transfer.
7. Restrictive Covenants.
(a) The Participant shall not, for a period of eighteen months following the termination of
the Participant’s employment with the Constituent Companies:
(i) associate (including, but not limited to, association as a sole proprietor,
owner, employer, partner, principal, investor, joint venturer, shareholder, associate,
employee, member, consultant, contractor or otherwise) with any Competitive Enterprise or
any of the affiliates, related entities, successors, or assigns of any Competitive
Enterprise; provided, however, that with respect to the equity of any
Competitive Enterprise which is or becomes publicly traded, the Participant’s ownership
as a passive investor of less than 1% of the outstanding publicly traded stock of a
Competitive Enterprise shall not be deemed a violation of this Section 7(a)(i);
(ii) directly or indirectly (A) solicit, or assist any other individual, person,
firm or other entity in soliciting, any Client or Prospective Client for the purpose of
performing or providing any Consulting Services; or (B) perform or provide, or assist any
other individual, person, firm or other entity in performing or providing, Consulting
Services for any Client or Prospective Client; or (C) interfere with or damage (or
attempt to interfere with or damage) any relationship and/or agreement between the
Company or any Affiliates and a Client or Prospective Client; or
(iii) directly or indirectly, solicit, employ or retain, or assist any other
individual, person, firm or other entity in soliciting, employing or retaining, any
employee or other agent of the Company or an Affiliate, including, without limitation,
any former employee or other agent of the Company, its Affiliates and/or their
predecessors who ceased working for the Company, its Affiliates and/or their predecessors
within an eighteen-month period before or after the date on which the Participant’s
employment with the Constituent Companies terminated.
(b) For purposes of this Agreement:
(i) “Client” shall mean any person, firm, corporation or other organization
whatsoever for whom the Company, its Affiliates and/or their predecessors provided
services within an eighteen-month period before or after the date on which the
Participant’s employment with the Constituent Companies terminated.
(ii) “Competitive Enterprise” shall mean a business enterprise that engages in, or
owns or controls a significant interest in any entity that engages in, the performance
of services of the type provided by the Company, its Affiliates and/or their
predecessors at any time, past, present or future.
(iii) “Consulting Services” shall mean the performance of any services of the type
provided by the Company, its Affiliates and/or their predecessors at any time, past,
present or future.
(iv) “Prospective Client” shall mean any person, firm, corporation, or other
organization whatsoever with whom the Company, its Affiliates and/or their predecessors
have had any negotiations or discussions regarding the possible performance of services
within the eighteen months preceding the Participant’s termination of employment with the
Constituent Companies.
(v) “solicit” shall mean to have any direct or indirect communication of any kind
whatsoever, regardless of by whom initiated, inviting, advising, encouraging or
requesting any person or entity, in any manner, to take or refrain from taking any
action.
8. No Right to Continued Employment. Neither the Plan nor this Agreement shall be
construed as giving the Participant the right to be retained in the employ of, or in any consulting
relationship to, the Company or any Affiliate. Further, the Company or an Affiliate may at any
time dismiss the Participant from employment or discontinue any consulting relationship, free from
any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided
herein.
9. Data Protection. The Participant consents to the processing (including
international transfer) of personal data as set out in Appendix A for the purposes specified
therein.
10. Collateral Agreements. As a condition to the issuance or transfer of the Shares
underlying the RSUs granted hereunder, the Participant shall, to the degree reasonably required by
the Company, (a) execute and return to the Company a counterpart of this Agreement in accordance
with the instructions provided by the Company and (b) either (i) execute and return an employment
agreement, a consultancy agreement, a letter of appointment and/or an intellectual property
agreement, in form and substance satisfactory to the Company, or (ii) provide evidence satisfactory
to the Company that the agreements referenced in clause (i) have been previously executed by the
Participant.
11. No Acquired Rights. In participating in the Plan, the Participant acknowledges
and accepts that the Board has the power to amend or terminate the Plan at any time and that the
opportunity given to the Participant to participate in the Plan is entirely at the discretion of
the Committee and does not obligate the Company or any of its Affiliates to offer such
participation in the future (whether on the same or different terms). The Participant further
acknowledges and accepts that such Participant’s participation in the Plan is outside the terms of
the Participant’s contract of employment with the Constituent Companies and is therefore not to be
considered part of any normal or expected compensation and that the termination of the
Participant’s employment under any circumstances whatsoever will give the Participant no claim
or right of action against the Company or its Affiliates in respect of any loss of rights
under this Agreement or the Plan that may arise as a result of such termination of employment.
12. No Rights of a Shareholder. The Participant shall not have any rights as a
shareholder of the Company until the Shares in question have been registered in the Company’s
register of shareholders.
13. Legend on Certificates. Any Shares issued or transferred to the Participant
pursuant to Section 3 of this Agreement shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange upon which such
Shares are listed, any applicable Federal or state laws or relevant securities laws of the
jurisdiction of the domicile of the Participant or to ensure compliance with any additional
transfer restrictions that may be in effect from time to time, and the Committee may cause a legend
or legends to be put on any certificates representing such Shares to make appropriate reference to
such restrictions.
14. Transferability Restrictions – RSUs/Underlying Shares. RSUs may not be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant
otherwise than by will or by the laws of descent and distribution, and any purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 14
shall be void and unenforceable against any Constituent Company. Any Shares issued or transferred
to the Participant shall be subject to compliance by the Participant with such policies as the
Committee or the Company may deem advisable from time to time, including, without limitation, the
policies relating to certain minimum share ownership requirements. Such policies shall be binding
upon the permitted respective legatees, legal representatives, successors and assigns of the
Participant. The Company shall give notice of any such additional or modified terms and
restrictions applicable to Shares delivered or deliverable under the Agreement to the holder of the
RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 15 or,
if a valid address does not appear to exist in the personnel records, to the last address known by
the Company of such holder. Notice of any such changes may be provided electronically, including,
without limitation, by publication of such changes to a central website to which any holder of the
RSUs or Shares issued therefrom has access.
15. Notices. Any notice to be given under this Agreement shall be addressed to the
Company in care of its General Counsel at:
Accenture Ltd
0000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attn: General Counsel
0000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Telecopy: (000) 000-0000
Attn: General Counsel
(or, if different, the then current principal business address of the duly appointed General
Counsel of the Company) and to the Participant at the address appearing in the personnel records of
the Company for the Participant or to either party at such other address as either party hereto
may hereafter designate in writing to the other. Any such notice shall be deemed effective upon
receipt thereof by the addressee.
16. Withholding. The Participant may be required to pay to the Company or any
Affiliate and the Company or any Affiliate shall have the right and is hereby authorized to
withhold from any issuance or transfer due under this Agreement or under the Plan or from any
compensation or other amount owing to the Participant, applicable withholding taxes with respect to
this Agreement or any issuance or transfer under this Agreement or under the Plan and to take such
action as may be necessary in the opinion of the Company to satisfy all obligations for the payment
of such taxes. Notwithstanding the foregoing, if the Participant’s employment with the Constituent
Companies terminates prior to the issuance or transfer of all of the Shares under this Agreement,
the payment of any applicable withholding taxes with respect to any further issuance or transfer of
Shares under this Agreement or the Plan shall be made solely through the sale of Shares equal to
the statutory minimum withholding liability.
17. Choice of Law and Jurisdiction. The Participant acknowledges that, (a) as of the
date hereof, the Shares underlying the RSUs granted to the Participant hereunder are publicly
traded in the State of New York on the New York Stock Exchange, (b) the Company and its Affiliates
have significant operations and numbers of employees in New York, and (c) the Company, for the
purpose of ensuring predictability and uniformity of results, desires that there be a common body
of law interpreting and enforcing this Agreement. The Parties acknowledge and agree that the State
of New York has a reasonable relationship to this Agreement and the subject matter hereof and to
the Parties’ relationship to one another. The Parties therefor agree that: THE INTERPRETATION,
PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW AND SHALL BE SUBJECT TO THE EXCLUSIVE
JURISDICTION OF THE NEW YORK COURTS.
18. RSUs Subject to Plan. By entering into this Agreement, the Participant agrees and
acknowledges that the Participant has received and read a copy of the Plan. All RSUs are subject
to the Plan. In the event of a conflict between any term or provision contained herein and a term
or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.
19. Signature in Counterparts. This Agreement may be signed in counterparts, each of
which shall be deemed an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.
20. Administration; Consent. In order to manage compliance with the terms of this
Agreement, Xxxxxx delivered pursuant to the Agreement may, at the sole discretion of the Company,
be registered in the name of the nominee for the holder of the Shares and/or held in the custody of
a custodian until otherwise determined by the Company. To that end, by acceptance of this
Agreement, the holder hereby appoints the Company, with full power of substitution and
resubstitution, his or her true and lawful attorney-in-fact to assign, endorse and register for
transfer into such nominee’s name or deliver to such custodian any such Xxxxxx, granting to such
attorneys, and each of them, full power and authority to do and perform each and every act and
thing whatsoever that such attorney or attorneys may deem necessary,
advisable or appropriate to carry out fully the intent of this paragraph as such person might
or could do personally. It is understood and agreed by each holder of the Shares delivered under
the Agreement that this appointment, empowerment and authorization may be exercised by the
aforementioned persons with respect to all Shares delivered pursuant to the Agreement of such
holder, and held of record by another person or entity, for the period beginning on the date hereof
and ending on the later of the date the Agreement is terminated and the date that is ten years
following the last date Shares are delivered pursuant to this Agreement. The form of the custody
agreement and the identity of the custodian and/or nominee shall be as determined from time to time
by the Company in its sole discretion. A holder of Xxxxxx delivered pursuant to the Agreement
acknowledges and agrees that the Company may refuse to register the transfer of and enter stop
transfer orders against the transfer of such Shares except for transfers deemed by it in its sole
discretion to be in compliance with the terms of this Agreement. Each holder of Shares delivered
pursuant to the Agreement agrees to execute such additional documents and take such other actions
as may be deemed reasonably necessary or desirable by the Company to effect the provisions of the
Agreement, as in effect from time to time. Each holder of Shares delivered pursuant to the
Agreement acknowledges and agrees that the Company may impose a legend on any document relating to
or Shares issued or issuable pursuant to this Agreement conspicuously referencing the restrictions
applicable to such Shares.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Date
of Grant set forth on the attached Essential Grant Terms.
| ACCENTURE LTD | |||
| By: | |||
| Xxxxxxx X. Xxxxxxxx | |||
| General Counsel and Secretary | |||
| PARTICIPANT | |||
APPENDIX A
DATA PROTECTION PROVISION
| (a) | By participating in the Plan or accepting any rights granted under it, the Participant consents to the collection and processing by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates so that they can fulfill their obligations and exercise their rights under the Plan, issue certificates (if any), statements and communications relating to the Plan and generally administer and manage the Plan, including keeping records of participation levels from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant’s employer. | |
| These data will include data: |
| (i) | already held in the Participant’s records such as the Participant’s name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time; | ||
| (ii) | collected upon the Participant accepting the rights granted under the Plan (if applicable); and | ||
| (iii) | subsequently collected |
| by the Company or any of its Affiliates in relation to the Participant’s continued participation in the Plan, for example, data about shares offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the Plan (e.g., the date on which the shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant). | ||
| (b) | This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates. | |
| (c) | In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area, but also worldwide, to other employees and officers of the Company and its Affiliates and to the following third parties for the purposes described in paragraph (a) above: |
| (i) | Plan administrators, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the Plan; | ||
| (ii) | regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law; |
| (iii) | actual or proposed merger partners or proposed assignees of, or those taking or proposing to take security over, the business or assets of the Company or its Affiliates and their agents and contractors; | ||
| (iv) | other third parties to whom the Company or its Affiliates may need to communicate/transfer the data in connection with the administration of the Plan, under a duty of confidentiality to the Company and its Affiliates; and | ||
| (v) | the Participant’s family members, physicians, heirs, legatees and others associated with the Participant in connection with the Plan. |
| Not all countries, where the personal data may be transferred to, have an equal level of data protection as in the EU or the European Economic Area. Countries to which data are transferred include the USA and Bermuda. | ||
| All national and international transfer of personal data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the Plan. | ||
| The Participant has the right to be informed whether the Company or its Affiliates hold personal data about the Participant and, to the extent they do so, to have access to those personal data at no charge and require them to be corrected if they are inaccurate or to be destroyed if the Participant wishes to withdraw his or her consent. The Participant is entitled to all the other rights provided for by applicable data protection law, including those detailed in any applicable documentation or guidelines provided to the Participant by the Company or its Affiliates in the past. More detailed information is available to the Participant by contacting the appropriate local data protection officer in the country in which the Participant is based from time to time. If the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above. | ||
| (d) | The processing (including transfer) of data described above is essential for the administration and operation of the Plan. Therefore, in cases where the Participant wishes to participate in the Plan, it is essential that his/her personal data are processed in the manner described above. At any time the Participant may withdraw his or her consent. |
RSU Grant Agreement
This Restricted Share Unit grant is subject to the Essential Grant Terms as stated below and the
Terms and Conditions attached herein, which together constitute the Restricted Share Unit agreement
(the “Agreement”).
Essential Grant Terms
Participant:
Restricted Share Unit Award:
RSUs Awarded:
Award Date:
Restricted Share Unit Award:
RSUs Awarded:
Award Date:
Vesting Schedule
| Vest Date | RSUs Vesting | |
Release Schedule
| Release Date | RSU Shares to be Released | |
Date:
Participant Signature
